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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934*
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WHITE
MOUNTAINS INSURANCE GROUP, LTD.
(Name
of Issuer)
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COMMON
SHARES
(Title
of Class of Securities)
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G9618E107
(CUSIP
Number)
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Robert
Seelig, Esq.
Vice
President and General Counsel
White
Mountains Insurance Group, Ltd.
80
South Main Street
Hanover,
New Hampshire 03755
(603)
640-2200
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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January
22, 2007
(Date
of Event which Requires Filing of this
Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties
to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
G9618E107
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1)
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Names
of Reporting Persons
I.R.S.
Identification Nos. of Above Persons (entities only)
Raymond
Barrette
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2)
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3)
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SEC
Use Only
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4)
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Source
of Funds (See Instructions)
OO1
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5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or
2(e) [ ]
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6)
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Citizenship
or Place of Organization
United
States and Canada
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Number
of Shares Beneficially Owned
by
Each Reporting Person With
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(7)
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Sole
Voting Power
782,8992
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(8)
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Shared
Voting Power
1,529
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(9)
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Sole
Dispositive Power
24,792
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(10)
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Shared
Dispositive Power
1,529
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11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
784,428
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12)
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Check
if Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13)
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Percent
of Class Represented by Amount in Row (11)
7.2%3
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14)
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Type
of Reporting Person (See Instructions)
IN
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| 1 | See Item 3 below. |
| 2 | This amount includes (i) 35,000 of the Annual
Vesting
Restricted Shares and (ii) 15,000 of the Change of Control
Restricted
Shares. See Item 6 below. It
excludes 1,220 Common Shares held in the Byrne Grandchildren
Trust as to
which John J. Byrne, Jr. does not have voting power as of
the date of this
Schedule 13D, but as to which he could acquire voting power
if such Common
Shares are released from such trust, at which point the Reporting
Person
would acquire the right to vote such Common Shares pursuant
to the Proxy.
See Item 3 below.
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| 3 | This Percentage was calculated based on (i) 10,784,253 outstanding Common Shares as of January 25, 2007 and (ii) 35,000 Annual Vesting Restricted Shares and 15,000 Change of Control Restricted Shares to be issued. See Item 6 below. |
2
Item
1. Security
and Issuer
This
Schedule 13D relates to the Common Shares, par value $1.00 per share
(the
“Common
Shares”),
of
White Mountains Insurance Group, Ltd. (the “Company”).
The
principal executive offices of the Company are located at 80 South Main
Street,
Hanover, New Hampshire 03755.
| Item 2. | Identity and Background | |
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(a)
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The
name of the person filing this Schedule 13D (the “Reporting
Person”)
is Raymond Barrette.
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(b)
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The
business address of the Reporting Person is the address of
the principal
executive offices of the Company set forth in Item 1
above.
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(c)
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The
Reporting Person is the Chairman and Chief Executive Officer
of the
Company. The principal businesses of the Company are conducted
through its
subsidiaries and affiliates in the businesses of property and
casualty
insurance and reinsurance. The address of the Company is set
forth in
Item 1 above.
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(d)
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The
Reporting Person has not, during the last five years, been
convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
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(e)
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The
Reporting Person has not, during the last five years, been
a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a
judgment, decree or final order enjoining future violations
of, or
prohibiting or mandating activities subject to, federal or
state
securities laws or finding any violation with respect to such
laws.
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(f)
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The
Reporting Person is a citizen of the United States and
Canada.
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| Item 3. | Source and Amount of Funds or Other Consideration |
On
January 22, 2007, John J. Byrne, Jr. and his wife, Dorothy M. Byrne,
irrevocably
granted the Reporting Person full proxy until the earlier of (i) January
1,
2012 or (ii) the death of John J. Byrne to vote all Common Shares owned by
them, other than any Common Shares owned by The Byrne Foundation, Inc.,
The Jack
and Dorothy Byrne Foundation, Inc., The Byrne Fund for the Benefit of
Memorial
Sloan-Kettering Cancer Center, The Byrne Fund for Wildwood, Inc., The
James and
Shirley Byrne Trust, The Jack and Dorothy Byrne 2003 CLAT, the John J.
and
Dorothy Byrne Trusts u/a 12/16/96, the John Byrne Trust u/a 12/13/99
and
Merastar Insurance Company, Inc. (the “Proxy”).
No
consideration was paid in exchange for the grant of the Proxy. As a result
of
the grant of the Proxy, the Reporting Person acquired beneficial ownership
of
708,107 Common Shares as to which he has sole voting power. A copy of
the Proxy
is attached to this Schedule 13D as Exhibit 1.
The
Reporting Person had previously acquired beneficial ownership of 24,792
Common
Shares through open market purchases and as equity based compensation
from the
Company.
3
The
Reporting Person will acquire beneficial ownership of 50,000 Common Shares
as
equity based compensation from the Company as described in Item 6.
Item
4. Purpose
of Transaction
The
Proxy
enabling the Reporting Person to vote the Common Shares held by John
J. Byrne,
Jr. and Dorothy M. Byrne was granted by Mr. and Mrs. Byrne in order to
show
support for the Reporting Person’s selection by the Company’s Board of Directors
as Chairman and Chief Executive Officer of the Company. The purpose of
the
acquisition of all other securities reported on this Schedule 13D was to
pursue the investment objectives of the Reporting Person.
In
the
Reporting Person’s capacity as a holder of Common Shares and the Proxy, he
currently has no specific plans or proposals that relate to or would
result in
any transaction involving the Company of a type described in clauses
(a) through
(j) of Item 4 of Schedule 13D except that he may acquire additional Common
Shares or dispose of Common Shares from time to time in light of market
conditions and his personal financial objectives. However, he reserves
the right
to change his intentions.
In
addition, in the Reporting Person’s capacities as Chairman, Chief Executive
Officer and a Director of the Company, he will take an active role in
operational, financial and strategic initiatives of the Company. He expects
that
he will, on behalf of the Company, review and evaluate possible transactions
involving the Company, discuss such transactions with other officers
and
directors of the Company and, in his capacity as an officer or director
of the
Company, help the Company formulate and effectuate a plan or proposal
which
relates to or would result in one or more of such transactions, including
transactions of the types described in clauses (a) through (j) of Item 4 of
Schedule 13D. The Reporting Person does not consider activities by the
Reporting Person in his capacities as Chairman, Chief Executive Officer
or
Director to be personal plans or proposals.
| Item 5. | Interest in Securities of the Issuer | |
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(a)
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See
lines (11) and (13) on the cover page of this Schedule 13D
for the
aggregate number and percentage of Common Shares beneficially
owned by the
Reporting Person.
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(b)
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See
lines (7) through (10) on the cover page of this Schedule 13D
for the
number of shares as to which there is sole power to vote or
to direct the
vote, shared power to vote or to direct the vote, sole power
to dispose or
to direct the disposition, or shared power to dispose or direct
the
disposition (including with respect to each person with whom
the power to
vote or to direct the vote or to dispose or direct the disposition
is
shared).
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(c)
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There
were no transactions in
the Common Shares that were effected during the 60 days prior
to the
filing of this Schedule 13D by the Reporting
Person.
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(d)
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John
J. Byrne, Jr. and/or Dorothy M. Byrne have the right to receive
and the
power to direct the receipt of dividends from, and the right
to receive
and the power to direct the proceeds from the sale of, all
of the 708,107
Common Shares as to which the Reporting Person has sole voting
power in
accordance with the Proxy.
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(e)
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Not
applicable.
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4
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the
Issuer
See
Item 3 above for a description of the Proxy.
On
January 20, 2007, the Reporting Person assumed his current position as
Chairman
and Chief Executive Officer of the Company. In connection therewith,
the
Compensation Committee of the Board of Directors and the Board of Directors
of
the Company approved the following equity grants: (1) 200,000 seven-year
options that vest in equal annual installments over five years and that
have an
initial exercise price of $650 per share that escalates each year by
5% less the
annual regular dividend rate, (2) 35,000 restricted shares that vest in
equal annual installments over five years (the “Annual
Vesting Restricted Shares”),
and
(3) 15,000 restricted shares that vest in the event of a change of control
of the Company within the next five years (the “Change
of Control Restricted Shares”).
Provisions
of such equity grants that differ from the terms contained in the Company’s
Long-term Incentive Plan (“LTIP”)
include the following: (1) in the event of a change in control of the
Company or
if the Reporting Person is terminated without cause, all unvested options
and
restricted shares will immediately vest, (2) the definition of “change in
control” is the same as in the LTIP except that, in certain
circumstances, John J. Byrne, Jr. becoming the beneficial owner of 35% or
more of the Company’s common shares shall be a change in control, and (3) upon
the occurrence of a dilutive event described in Section 15 of the LTIP
(such as
a stock split, extraordinary dividend or other similar event), the Reporting
Person’s option grant shall be required to be adjusted in an equitable manner
as
determined by the Compensation Committee of the Company.
| Item 7. | Material to Be Filed as Exhibits | |
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Exhibit
Number
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Exhibit
Name
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1.
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Proxy
dated as of January 22, 2007, by John J. Byrne, Jr. and Dorothy
M.
Byrne.
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5
Signature.
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
January
31, 2007
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/s/
Raymond Barrette
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6
EXHIBIT
1
John
J.
Byrne, Jr. and Dorothy M. Byrne
3
Laramie
Road, Box 599
Etna,
New
Hampshire 03750
January 22,
2007
Mr.
Raymond Barrette
President
White
Mountains Insurance Group, Ltd
80
South
Main Street
Hanover,
NH 03755
Dear
Ray:
We,
John J. and Dorothy M. Byrne of Etna, New Hampshire, hereby
irrevocably grant to Raymond Barrette of Hanover, New Hampshire full proxy
to
vote all shares of White Mountains Insurance Group, Ltd which we own. This
proxy
expires on the earlier of January 1, 2012 or the death of John J.
Byrne. This agreement does not restrict, in any way, our ability to sell this
stock, and if shares are sold the buyer of those shares is not subject to this
agreement.
This
agreement does not apply to shares of White Mountain Insurance Group, Ltd owned
by The Byrne Foundation, Inc., The Jack and Dorothy Byrne Foundation, Inc.,
The
Byrne Fund for the Benefit of Memorial Sloan-Kettering Cancer Center, The Byrne
Fund for Wildwood, Inc., The James and Shirley Byrne Trust, The Jack and Dorothy
Byrne 2003 CLAT, the John J. and Dorothy Byrne Trusts u/a 12/16/96, the
John Byrne Trust u/a 12/13/99 and Merastar Insurance Company, Inc.
/s/
John J. Byrne,
Jr.
John J.
Byrne, Jr.
Date:
/s/
Dorothy M.
Byrne
Dorothy
M. Byrne
Date:
January 22, 2007